Terms and conditions - BrandFilm studios

BrandFilm Studios (referred to here within as the “Service Provider” “We” or “Us”) provides Creative, Production and Post Production services to business clients.

The Client (referred to here within as “Client” or “You”)

Definitions of the terms within this contract are attached in Schedule 1.

These Terms apply to all services that the Client instructs the Service Provider to provide and cannot be varied or amended except in writing and signed by both parties.
Where these Terms of Business relate to more than one person, the liability is joint and several. Invoices are payable by you, regardless of any arrangement you may have with any third party.
Where services are accepted and/or purchased on behalf of a company or other legal entity you confirm that you have the authority to enter into such an agreement with us.
Any person under the age of 18 is not permitted to use or purchase of services.
Where you are a Limited (Liability) Company, we require Director(s)/Controlling Shareholder(s) to guarantee your liabilities to us or provide a suitable security for payment. We reserve the right to suspend all work until satisfactory guarantees are provided.

Provision of the Services
1. With effect from the Commencement Date, the Service Provider shall, throughout the schedule provided by the Service Provider, provide the Services to the Client.
2. The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the film, television and leisure heritage industry sector in the United Kingdom.
3. The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
4. The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
5. The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
Client’s Obligations
1. The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
2. The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in in the Agreement.
3. In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
4. If any consents, licences or other permissions are needed from any third parties it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
5. If the nature of the Services requires that the Service Provider has access to the Client’s property, business or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that the Service Provider has access to the same at the times to be agreed between the Service Provider and the Client as required.
6. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.
Fees, Payment and Records
1. The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement and as stated on the quotation form.
2. Fees are payable by BACS to the bank account details as stated on your invoice.
3. Any Deposits payable shall be paid within 7 days save as to otherwise agreed in writing between the Parties.
4. The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.
5. All payments required to be made pursuant to the Agreement by either Party shall be made within 30 days of receipt by that Party of the relevant invoice, save as to otherwise agreed in writing between the Parties.
6. Any agreed payment plan between the Parties shall be made in instalments of £30%, 40% and 30%, save as to otherwise agreed in writing between the Parties.
7. All payments required to be made pursuant to the Agreement by either Party shall be made in GBP (sterling) in cleared funds to such bank as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
8. Any sums which remain unpaid following the expiry of the period set out on the invoice shall incur interest on a daily basis at 8% above the base rate of Lloyds Bank from time to time until payment is made in full of any such outstanding sums, as well as any other statutory compensation. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.
9. If we are required to issue proceedings to recover any fees or disbursements and we are successful in such proceedings, you agree that you will pay our legal/advisory costs of such proceedings even if the amount claimed is suitable for the small claims track.
Liability, Indemnity and Insurance
1. The Service Provider shall ensure that it has in place at all times suitable and valid insurance, copies of certificates are available upon request.
2. In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
3. The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to £1000.00.
4. The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
5. Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
6. Subject to sub-Clause 5.2 of the Agreement the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of the Agreement.
7. The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
8. Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
Confidentiality
1. Each Party undertakes that, except as provided by sub-Clause 6.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement:
  1. keep confidential all Confidential Information;
  2. not disclose any Confidential Information to any other party;
  3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
  4. not make any copies of, record in any way or part with possession of any Confidential Information; and
  5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4 of the Agreement.
2. Either Party may:
  1. disclose any Confidential Information to:
    1. any sub-contractor or supplier of that Party;
    2. any governmental or other authority or regulatory body; or
    3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
      
      to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law; and
  2. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
    1. The provisions of Clause 6 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
Force Majeure
1. No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, epidemic, governmental action or any other event that is beyond the control of the Party in question.
2. In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 2 months, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
Term and Termination
1. The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 8 of the Agreement.
2. Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 14 days written notice to the other at any time.
3. Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
  1. any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 30 days of the due date for payment;
  2. the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
  3. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
  4. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
  5. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
  6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
  7. the other Party ceases, or threatens to cease, to carry on business; or
  8. control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
4. The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
Effects of Termination
Upon the termination of the Agreement for any reason:
1. any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;
3. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination; and
4. each Party shall (except to the extent referred to in Clause 6 of the Agreement) immediately cease to use, either directly or indirectly, any Intellectual Property or Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Intellectual Property or Confidential Information unless ownership is expressly transferred to the client.
Intellectual property
1. Content made available by us or, or made available through us is owned by us, our partners or other content providers and includes but is not limited to text, images, visual content, trademarks and is protected by intellectual property law.
2. We shall retain the copyright of all Intellectual Property unless transferred upon full payment of our invoice and with our express written consent to transfer ownership.
3. We reserve the right to use the completed project and any preliminary designs for the purpose of publications, marketing and promotional purposes.
4. We do not permit the user, without prior written consent from us to:
  1. Copy our content;
  2. Distribute our content; adapt, modify or translate our content;
  3. Use, lease or attempt to grant others the right to our content; or
  4. Use the BrandFilm Studios brand or third-party trademarks or use such branding or trademarks to suggest we are affiliated with or endorse the user.
5. In respect of third-party intellectual property that is featured on our website – this may be owned by the third party and does not belong to us and remains the property of the third party proprietor. Therefore, you agree not to access or use third-party intellectual property.
6. If you believe that content made available by us infringes any copyright or intellectual property rights please contact us at [email protected] with your concerns or request to remove the allegedly infringing content and supply us with the information that will enable us to locate the alleged infringing content.
Data Protection
1. All personal information that the Service Provider may use will be collected, processed and held in accordance with the provisions of GDPR Data Protection Regulations 2018 and the retained EU law version of the General Data Protection Regulation (EU 2016/679) (the “UK GDPR”).
2. For complete details of the Service Provider’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Service Provider’s Privacy Notice available from the Service Provider.
Other Important Terms
1. We may transfer (assign) our obligations and rights under this Agreement to a third party (this may happen, for example, if we sell our business). If this occurs you will be informed by us in writing. Your rights under this Agreement will not be affected and our obligations under this Agreement will be transferred to the third party who will remain bound by them.
2. You may not transfer (assign) your obligations and rights under this Agreement without our express written permission (such permission not to be unreasonably withheld).
3. This Agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this Agreement.
4. If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
5. No failure or delay by us or you in exercising any of our respective rights under this agreement means that such right has been waived, and no waiver by us or you of a breach of any provision of this Agreement means that either party will waive any subsequent breach of the same or any other provision.
6. Each reference in this Agreement to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, or other means.
7. Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
8. Unless the context otherwise requires, each reference in these Terms and Conditions to:
  1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or similar means;
  2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  3. “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
  4. a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
9. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
10. Words imparting the singular number shall include the plural and vice versa.
11. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.
Relationship of the Parties
1. Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
Complaints procedure
1. If for any reason you are dissatisfied with the service provided, you should, first of all, refer it to Complaints Team at [email protected] or to our registered address: Prince & Co, Charter House, Sandford Street, Lichfield, Staffordshire. WS13 6QA who will investigate and take appropriate action.
Notices
1. All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
2. Notices shall be deemed to have been duly given:
  1. when delivered, if delivered by courier or another messenger (including registered mail) during normal business hours of the recipient; or
  2. when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
  3. on the fifth business day following mailing, if mailed by national ordinary mail, with proof of postage; or
  4. on the tenth business day following mailing, if mailed by airmail, with proof of postage.
    
    In each case notices shall be addressed to the most recent address, e-mail address notified to the other Party.
Law and Jurisdiction
1. The Agreement and these Terms and Conditions shall be governed by and construed in accordance with, the laws of England and Wales.
2. The Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions shall fall within the jurisdiction of the courts of England and Wales.
3. In the event of a dispute, we are willing to consider Mediation or Arbitration. The cost of the proceedings, disbursements, facilities and fees are to be split equally between the parties. However, subject to the applicable Arbitration legislation, the Arbitrator may determine who shall be responsible for the costs of the Arbitration and shall set out that determination in any Award.

SCHEDULE 1

Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement”	means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or a variation thereof agreed upon by both Parties) which shall govern the provision of the Services;
“Client”	means the party procuring the Services from the Service Provider who shall be identified in the Agreement;
“Commencement Date”	means the date on which provision of the Services will commence, as defined in the Agreement;
“Confidential Information”	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Data Protection Legislation”	means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
“Fees” “Party/Parties”	means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement; includes the person, company, firm or other legal entity named on our Quotation.
“Services” Service Provider”	means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; means any of its staff, Directors or premises owned or controlled by BrandFilm Studios trading as Eldon VFX Limited which is a company registered in the United Kingdom under company number 06754963 and whose registered address is Prince & Co Charter House, Sandford Street, Lichfield, Staffordshire. WS13 6QA; and
“Term”	means the term of the Agreement as defined therein.